c-ace edutrend limited - moneycontrol.commr. sushil aggarwal mr. gajanand guptaprof. m.s. sodha...

18th

Annual Report2011 - 2012

18th

Annual Report2011 - 2012

ACE EduTrend LimitedACE EduTrend Limited

18th Annual Report 2011-12 ��

Chairman SpeechChairman SpeechChairman SpeechChairman SpeechChairman Speech

Dear Shareholders,Dear Shareholders,Dear Shareholders,Dear Shareholders,Dear Shareholders,

Its give me great pleasure to welcome you all to the Eighteenth Annual General Meeting of our company.I am sure that you all must have gone through the annual report that was posted to you a few weeks ago.

The Education sector in India is poised at a crucial stage in its growth. India's demographic advantage ofhaving a large population of youth, coupled with low gross enrolment ratios, presents a huge opportunityto education sector players.

Government support for education sector also seen a boost with substantial reforms and increased financialbeing announced and implemented. The education sector received a hike of about 18% in the budgetaryallocation for 2012-13 with a plan outlay of Rs. 61,427 crore (US$ 10.92 billion) in which 22% increase hasbeen announced for the Sarva Siksha Abhiyan. Rs.15,458 crore (US$ 2.74 billion) has been earmarked forhigher education while school education has received Rs.45,969 crore (US$ 8.17 billion).

Your company undertook some key initiatives over the past two years towards driving sustainable growth,and these initiatives have yielded good results. The select industry segments that your company operates inhave shown positive growth, and we expect this trend to continue in the current year as well.

Your company future strategy will be to accelerate growth by expanding the business into higher andprofessional education segment to serve the large number of people seeking to acquire career-oriented educationAs a part of Corporate Plan, we have identified other potential business areas like preschools and coachingclasses, strategic alliances with domestic and international institutions etc., whose feasibility will be exploredto fuel the growth of your Company.

Before I conclude, I wish to place on record our sincere thanks to all of you shareholders for the sustainedconfidence reposed in the Board & the management. I also thank all the employees for their dedicated andsincere service & the contibution made by them for the organisation's growth and success.

Thank You.

Sincerely

Sd/-Sd/-Sd/-Sd/-Sd/-Sushil AggarwalSushil AggarwalSushil AggarwalSushil AggarwalSushil AggarwalChairmanChairmanChairmanChairmanChairman


CONTENTS

Corporate Information 1

Notice 2

Directors' Report 5

Management Discussion & Analysis Report 8

Report on Corporate Governance 10

Auditors' Report 20

Balance Sheet as at 31st March, 2012 23

Profit & Loss Account for the Year ended 31st March, 2012 24

Cash Flow Statement as at 31st March, 2012 25

Notes forming part of the Balance Sheet, Profit & Loss 26Account Significant Accounting Policies

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CORPORATE INFORMATION

BOARD OF DIRECTORSMr. Sushil Aggarwal Mr. Gajanand Gupta Prof. M.S. Sodha

Prof. L.K. Maheshwari Prof. H.P Garg

COMPANY SECRETARYMr. Sudist Kumar Thakur

STATUTORY AUDITORS

M/s PVR-N & Co.2936/43, Beadon Pura Saraswati Marg,Karol Bagh, New Delhi-1100005

BANKERSAxis Bank

B-81, Defence Colony, New Delhi - 110024

REGISTRAR & SHARE TRANSFER AGENTM/s Beetal Financial & Computer Services Private LimitedBeetal House, 3rd Floor, 99, Madan girBehind Local Shopping Centre, Near Baba Harsukh Das Mandir,

New Delhi-110062

LISTINGThe Bombay Stock Exchange Ltd.

ANNUAL GENERAL MEETING

Date : 24.09.2012Time : 11.00 AMDay : MondayVenue : Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi-110002

REGISTERED OFFICE

10178/304A, Ravindera PlazaAbdul Aziz Road, Karol Bagh,New Delhi-110005

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NOTICE

Notice is hereby given that the 18th Annual General Meeting of ACE EduTrend Limited will be heldon Monday, 24th September, 2012 at 11:00 AM at Hindi Bhawan, 11, Vishnu Digambar Marg, NewDelhi-110002, to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Profit & Loss Account for the Year ended March31, 2012 and the Balance Sheet as at that date together with the Reports of the Board ofDirectors and the Auditors' thereon.

2. To appoint a Director in place of Mr. Sushil Aggarwal, who retires by rotation and being eligibleoffers himself for re-appointment.

3. To appoint M/s PVR-N & Co., the Retiring Auditors of the Company to hold office from theconclusion of this meeting until the conclusion of next Annual General Meeting and to fix theirremuneration.

"RESOLVED THAT M/s PVR-N & Co., Chartered Accountants, be and are hereby re-appointed asthe Auditors of the Company to hold office from the conclusion of this Annual General Meeting tothe conclusion of the next Annual General Meeting on such remuneration as may be determinedby the Board of Directors."

SPECIAL BUSINESS

4. To consider and if thought fit, to pass, with or without any modification(s) as may deemfit the following as a Ordinary Resolution:-

"RESOLVED THAT Prof. H.P. Garg, who was appointed as an Additional Director in themeeting of Board of Directors held on July 1, 2012, pursuant to Section 260 and otherapplicable provisions of the Companies Act, 1956 and Articles of Association of the Companyto hold the office up to the ensuing Annual General Meeting and in respect of whom theCompany has received notice in writing from the member as required under Section 257 ofthe Companies Act, 1956, proposing his candidature for the office of the Director, be and ishereby appointed as Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT Board of Directors of the company, be and hereby authorizedto sign and file necessary form, document, paper on behalf of the company with the Registrarof Company, NCT of Delhi & Haryana, or to do all the other act, deed, things necessary togive effect to the aforesaid appointment"

For and on behalf of Board of DirectorsFor ACE EduTrend Limited

Sd/- .

Place : New Delhi Sudist Kumar ThakurDated : 31.08.2012 Company Secretary

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERESELF AND SUCH PROXYNEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM, IN ORDER TO BEEFFECTIVE SHOULD BE DULY STAMPED, COMPLETED & SIGNED AND MUST BE DEPOSITEDAT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORETHE COMMENCEMENT OF THE MEETING. A BLANK FORM IS ENCLOSED HEREWITH.

2. An Explanatory Statement pursuant to the provisions of Section 173(2) of the Companies Act,1956 related to Special Business(es) is enclosed herewith.

3. Corporate Members intending to send their authorized representatives to attend the Meetingare requested to send a duly certified copy of the Board Resolution authorizing theirrepresentative to attend and vote at the Meeting.

4. Members/ Proxies should bring the attendance slips duly filled in and signed for attending theMeeting.

5. Pursuant to Section 154 of the Companies Act, 1956 the Register of Members and the ShareTransfer Books of the Company will remain closed from Thursday, 20th September 2012 toMonday, 24th September, 2012 (both days inclusive).

6. Members holding shares in physical form are requested to intimate change in their address,if any, immediately to the Company's Registrar and Share Transfer Agent i.e. M/s. BeetalFinancial & Computer Services Private Limited having registered office at 99, Madan Gir,Behind Local Shopping Centre, Near Dada Harsukhnath Mandir New Delhi-110062. Membersholding shares in electronic form must intimate the change in their address, if any, to theirrespective depository participant.

7. Pursuant to the provisions of Section 109A of the Companies Act, 1956 every member or jointholder(s) may nominate in the prescribed manner, a person to whom all the rights in sharesshall vest in the event of death of the sole holder or all the joint holders. Members areadvised to avail nomination facility at their own interest. Members holding physical sharesmay supply requisite nomination form at their request. Members holding shares inDematerialisation form may contact their respective Depository Participants for recording ofnomination.

8. The Copies of Memorandum and Articles of Association of the company shall be available forinspection during business hours at the Registered Office of the Company.

9. The brief resume of the Directors proposed to be re-appointed, nature of their expertise inspecific functional areas and names of companies in which they hold directorships andMemberships/chairmanships of Board Committees and number of shares, as stipulated underClause 49 of the Listing Agreement entered into with the Stock Exchange(s), are enclosed.


Sd/- .


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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 4

Prof. H.P. Garg was appointed as an Additional Director in the meeting of Board of Directors heldon July 01, 2012. In terms of Section 260 of the Companies Act 1956, Prof H.P. Garg shall holdoffice up to the ensuing Annual General Meeting.

Prof. H P Garg is Ph.d (Solar Energy) first Ph.D in India for Solar Energy and M.Sc (Physics). Hewas a Ex-professor & Head, IIT Delhi, and also worked as a Principal Secretary under Governmentof Madhya Pradesh. He has more than 20 awards in his name out of which Awarded as Pioneerin the field of Renewable Energy from World Renewable Energy Network (WREN) and UNESCO in1996 at Denver, Colorado (USA).

The Company has also received a notice under Section 257 of the Companies Act, 1956 proposingtheir candidature as Director of the Company.

The Board recommends the said resolution for Members' approval by way of an Ordinary Resolution.

Except Prof. H.P. Garg none of other Directors is any way concerned or interested in this resolutionproposed to be passed.


Sd/- .


DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENT(Pursuant to Clause 49 of the Listing Agreement)

Name of Director Mr. Sushil Aggarwal Prof. H.P garg

Date of birth 09.03.1957 06.03.1943

Nationality Indian Indian

Date of Appointment 02.04.2010 01.07.2012

Qualifications P.G Management, B.Com Ph.d (Solar Energy),M.Sc (Physics)

Expertise in specific Project Management, Financial Educational Management,functional areas Acumen, Corporate Affairs and Scientific Research, Industrial

Business Development Consulting & Teaching

List of Directorships • BLS Polymers Ltd.held in other Companies • Vinsul Makardi Ltd.

• B.L & Sons Ltd• VS Estates Pvt Ltd. NIL• BLS Ecotech Ltd• BLS Digital Cinematics Pvt Ltd.• BLS Infrastructure Ltd• Ankur Holdings Ltd• Azadpur Finvest Pvt Ltd.

Membership/ Chairmanship of NIL NILvarious Board Committees

Shareholding 234716 NIL

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DIRECTORS’ REPORTTo,The Members,

The Board of Directors of your Company has immense pleasure in presenting the 18th AnnualReport of the Company along with Audited Accounts and the Auditors' Report for the Financial Yearended March 31, 2012.

FINANCIAL RESULTS

The highlights of the Financial Results of the Company for the Financial Year(s) 2010-11 and2011-12 are as under:

(Amount in Lac)

Particulars Financial Year Financial Year2011-12 2010-11

Sale & Other Income 2042.17 2391.72

Profit before Depreciation 427.20 350.64

Profit before Tax 15.12 99.83

Income Tax Provision 30.26 23.66

Deferred Tax liability 29.34 12.89

Profit after Tax 11.80 63.28

REVIEW OF PERFORMANCE

The Company earned a Profit after Tax of Rs. 11.80 Lac during the year. Your Company is firmlylooking for the business opportunities and diversification plans through the strategic alliances, tieups and Joint venture in related business areas.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Companyand do not recommend any dividend for the year ended 31st March, 2012.

DIRECTORS

Due to some pre-occupations, Prof. Y.D Pande, Independent Director has resigned from the Boardw.e.f. 14th February, 2012. The Board placed on record their appreciation for the contributionmade during the tenure.

In terms of the provisions of Section 260 of the Companies Act, 1956 and Articles of Associationof the Company, Prof. H.P Garg, was appointed as an Additional Director of the Company w.e.f.1st July, 2012 and shall hold office till the date of the ensuing Annual General Meeting. YourCompany has received notices in writing proposing their candidature along with the requisitedeposit pursuant to the provisions of Section 257 of the Companies Act, 1956.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association ofthe company, Mr. Sushil Aggarwal, Director will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offering himself for re appointment.

The brief Resume of the Directors proposed to be appointed/re-appointed, nature of their expertisein specific functional areas and names of companies in which they hold directorships and

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Memberships/Chairmanships of Board Committees and Number of Shares held in the Company, asstipulated under Clause 49 IV (G) of the Listing Agreement, are enclosed with the notice.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the Year, as stipulated under Clause 49 ofthe Listing Agreement with the Stock Exchanges, is presented in a separate section forming partof the Annual Report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A ofthe Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Listing feesfor the Financial Year 2012-13 have been paid to the Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS & OUTGO:

In view of the nature of activities which are being carried on by the Company, the particulars asprescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosuresof Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation ofEnergy and Technology Absorption are not applicable to the Company. The Company mainly dealsin domestic market and has NIL sales on account of exports, thereby resulting Nil foreign exchangeearnings and outgo during the Financial Year 2011-12.

PARTICULAR OF EMPLOYEES

During the year under review, none of the employees of the company was in receipt of remunerationfor the Year which was more than the limit prescribed under Sub-Section (2A) of Section 217 ofthe Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 and henceno particulars are required to be disclosed in this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of theirknowledge and belief and according to the information and explanation obtained by them andsave as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have beenfollowed along with proper explanations relating to material departures, wherever applicable;

b) The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31, 2012, and of the profit of the Companyfor the Year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the Annual Accounts for the Financial Year ended 31st March,2012 on a 'going concern' basis.

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CORPORATE GOVERNANCE

Your Company believes that Corporate Governance report is a key element in improving efficiency,transparency, accountability and growth as well as enhancing investor confidence. As per clause49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governanceforms part of the Annual Report.

A Certificate from Statutory Auditors confirming the conditions on compliance as mentioned underClause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

STATUTORY AUDITORS

M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors of the Company at theconclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointmentif made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes onAccounts are self explanatory and therefore, do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Bankers, Shareholders, Stock ExchangesSEBI, Registrar of Companies, various other Government Departments and its valued businessassociates for their continuous support and co-operation extended at all levels Your Directors alsoacknowledge the constructive suggestions received from Statutory Auditors.

Your Directors would also like to take this opportunity to express their appreciation for hard workand the unstinting efforts by the employees of the Company and look forward for their continuedsupport in future.


Sd/-Place : New Delhi Sushil AggarwalDate : 31.08.2012 Chairman

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. OVERVIEW OF EDUCATION INDUSTRY IN INDIA

Education plays a invaluable role in shaping the knowledge -base of the country. The educationmarket in india cab broadly be catogarised as Formal Education (school, college, university,and technical/ professionale education) informal (Pre-school, private tuition/coaching, test/examination preparation and job/skill-oriented vocational institute, corporate Training andfinishing school) and ancillary Education (teacher training, textbooks and stationary, IT-enabledteaching aids and Management of education services.

India has the 3rd largest education system globally and has a network of more than 1 millionschools and 18000 higher education institutions. In terms of demographic profile, India hasworld's largest population in the age group fall between 5 to 24 years. It also has around500 million populations in the age group of 25 to 59 which constitutes as working population.India's largest services market and the Indian education sector comprise more than 450million students. The landscape is primarily dominated by central and state government fundsschemes. Presently, well infrastructure education systems are managed by government whichincludes 80% (percent) government schools. The estimated government spending on educationwill be increased to US$ 100 billion in the 12th Five Year Plan (2012-17).

2. GOVERNMENT INITIATIVES FOR EDUCATION SECTOR

A) RASHTRIYA MADHYAMIK SHIKSHA ABHIYAN

Rashtriya Madhyamik Shiksha Abhiyan (RMSA) - The Centrally sponsored scheme "RashtriyaMadhyamik Shiksha Abhiyan (RMSA)" was launched in March, 2009 to enhance access tosecondary education and to improve its quality. It seeks to ensure availability of secondaryschools within reasonable distance of every habitation, improve quality to educationimparted at secondary stage and reduce disparities related to gender, socio-economicstatus, geographical location and disability. For the financial year 2012-13, the centralgovernment of india has allocated Rs. 3124 crore to RMSA.

b) RIGHT TO EDUCATION BILL

Right to Education (RTE) Act is a landmark legislation which has come in to effect fromApril 1, 2010. The main objective of this act is to ensure that every child in the age groupof 6 to 14 years gets free education.

As per this bill, every school will have to earmark at least 25% seats in their lowest classfor poor section of society. The bill seeks to do away with the practice of schools takingcapitation fees before admission and subjecting the child or parents to any screeningprocedure. The bill also seeks to ban private tuition by teachers and ensure that no childis subjected to physical punishment or mental harassment.

c) FOREIGN EDUCATION BILL

Present regulations do not permit foreign universities to directly offer degree courses inIndia. The Foreign Education Bill will allow foreign universities to invest at least 51% ofthe total capital expenditure needed to establish HEIs in India. Such institutes will begranted deemed university status under Section 3 of the Universities Grants Commission(UGC) Act, 1956. Although the Law is yet to be enforced, sources say the revised AICTEnorms would allow foreign universities to set up campuses in India. This will help inincreasing capacity, improving quality and challenging the current standards, strengthenresearch and save foreign exchange outflow, which in turn will generate jobs in India.

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3. SWOT ANAALYSIS

Strengths

• Promoters are highly experiences in education sector

• Highly qualified and independent Board

• Best quality education services

Weakness

• Limited Resources

• High dependency on government spending

Opportunities

• Possible changes in Legal framework

• Increased Government allocation on education sector

Threats

• Increasing Competition

• Easy entry of foreign institution

4. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has proper and adequate systems of internal controls to provide reasonableassurance that all assets are safeguarded, transactions are authorised, recorded and reportedcorrectly and to ensure compliance with policies and statutes.

Management continuously reviews the Internal Control Systems and procedures to ensureorderly efficient conduct of business. An extensive program of internal audit supplements theinternal control and review by management based on documented policies, guidelines andprocedures. The internal control is designed to ensure that the financial and other recordsare in order for preparing financial statements and other data and for maintaining accountabilityof assets. Internal audit reports have been placed before the Audit Committee at regularintervals for its review.

5. MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company recognizes the importance and contribution of its human resources for itsgrowth and development and is committed to the development of its people. The Companymaintained a cordial relationship with its personnel during the year under review..During theyear under review, the Company had undertaken extensive steps for optimizing the use ofits manpower through, productivity improvement, and role enrichment. There is a continuousfocus on enhancing productivity in all facets of our operations.

6. FUTURE OUTLOOK

Indian education market has grown at 20% CAGR over the past three years, led by bothpublic and private expenditure on education. With favourable demographs, rising incomesand the government's increased thrust on improving the reach/ quality of education; it isexpected that the Indian education sector will continue seeing strong growth. The managementof the company is quite positive about company's growing position in the education domainand shall keep on its efforts to explore various opportunities.

7. CAUTIONARY STATEMENT

The report may contain forward looking statements, which may be identified by their use ofwords like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' orother words of similar meaning. All statements that address expectations and projections aboutthe future, including but not limited to statements about the Company's strategy for growth,product development, market position, expenditures and financial results, are forward lookingstatements. Forward looking statements are based on certain assumptions and expectationsof future events. Actual results could differ materially from those expressed or implied.

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REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company considers good Corporate Governance a pre-requisite for meeting the needsand aspirations of its shareholders and other stakeholders in the Company and firmly believesthat the same could be achieved by maintaining transparency in its dealings, creating robustpolicies and practices for key processes and systems with clear accountability, integrity,transparent governance practices and the highest standard of regulatory compliance.

The Company aims at not only its own growth but also maximization of benefits to theshareholders, employees, customers, government and also the general public at large. Forthis purpose, the Company continuously strives to improve its level of overall efficiencythrough good corporate governance, which envisages transparency, professionalism andaccountability in all its operations.

2. BOARD OF DIRECTORS

A. COMPOSITION AND CATEGORY

The Composition of the Board of Directors consists of Five (5) Directors in combination of Two(2) Executive Directors and remaining Three (3) are Non Executive Director's. The Companyis chaired by Executive Director who belongs to Promoter Group. The Non-executive Directorscomprises all Independent Directors.

The Composition of the Board is in conformity with the requirements of Clause 49 of theListing Agreement.

The details relating to Composition & Category of directors, Directorships held by them inother companies and their membership/ chairmanship on various committees of board, ofother companies, as on date of this report is as follows:

S Name of the Director Category No. of other No. of MembershipsNo. Directorships /Chairmanships

held in other in various BoardCompanies* Committees**

Member Chairman

1 Mr. Sushil Aggarwal Promoter Director/Executive Director 6 Nil Nil

2 Mr. Gajanand Gupta Promoter Director/Executive Director 2 1 1

3 Prof. M.S. Sodha Independent Director Nil Nil Nil

4 Prof. L.K. Maheshwari Independent Director Nil Nil Nil

5 Prof. H.P Garg# Independent Director Nil Nil Nil

*Private Limited Companies, Foreign Companies and Companies under Section 25 of the CompaniesAct, 1956 are excluded for the above purpose

**Includes only Audit Committee and Shareholders'/ Investors Grievance Committee

# Appointed as Additional Directors of the Company w.e.f. 01st July, 2012.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of morethan 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the Companiesin which he is a Director.

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B. MEETINGS & ATTENDANCE

During the Financial Year 2011- 12, Four (4) Board Meetings were held on the followingdates:-

16th May 2011, 02nd August 2011, 14th November 2011 and 15th February 2012.

The intervening period between the Board Meetings were within the maximum time gapprescribed under Companies Act, 1956 and Clause 49 of Listing Agreement.

The last Annual General Meeting of the Company was held on 27th June, 2011.

Details of attendance of Directors at various Board Meetings and at an Annual GeneralMeeting held during the Financial Year 2011-12, are as under:

Name of Director Board meetings Board meetings Whether Attendedheld during the attended last AGM

period

Mr. Sushil Aggarwal 4 4 No

Mr. G.N. Gupta 4 4 Yes

Prof. Y.D. Pande 1 3 3 Yes

Prof. M.S Sodha 4 4 No

Prof. L.K. Maheshwari 4 4 No

1. Resigned w.e.f. 15.02.2012 from Directorship of the Company.

During the Year, all the relevant information's required to be placed before the Board ofDirectors as per Clause 49 of the Listing Agreement are considered and taken on record /approved by the Board. Further, the Board periodically reviews Compliance Reports in respectof laws and regulations applicable to the Company.

3. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

(i) Composition

The Audit Committee comprises of following members as at March 31, 2012:-

Sr. No. Name of the Director Designation Category

1. Prof. L.K Maheshwari* Chairman Independent

2. Prof. M.S. Sodha Member Independent

3. Mr. G.N. Gupta Member Executive

*Prof. L.K Maheshwari was appointed as a Chairman of the Committee in place of Prof.Y.D Pande, w.e.f. 15.02.2012.

The Composition of the Committee meets the requirements of Section 292A of theCompanies Act, 1956 and Clause 49 of the Listing Agreement.

The Company Secretary of the Company acts as the Secretary to the Committee.

All the members of the Committee possess financial and accounting expertise.

(ii) Terms of Reference

The terms of reference of the Audit Committee are generally in accordance with the itemslisted in Clause 49 (II) (D) and (E) of the Listing Agreement as follows:

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• Overseeing the Company's financial reporting process;

• Reviewing with the management quarterly, half yearly and annual financial statementsbefore submission to the Board for approval;

• Reviewing with the management performance of statutory auditors, the adequacyof the internal control system and reviewing efficacy of the function, includingdiscussion and review of periodic audit reports.;

• Reviewing with management statement of significant related party transactions;

• To discuss with statutory auditors, before the audit commences, about the natureand scope of audit and significant observations/suggestions made by them;

• Reviewing the Management Discussion and Analysis of financial condition and resultof operations; and

• Recommending to the Board, the appointment/re-appointment of statutory/internalauditors and the fixation of audit fees.

Further, the Committee also discharges such other role/functions as may be specificallyreferred to the Committee by the Board of Directors and/or other committees ofDirectors of the Company.

(iii) Meetings and attendance during the year

During the financial Year 2011-12, Four (4) meetings of the Audit Committee were heldon the following dates:


The attendance record of Audit Committee is given as follows:

Name of the Member No. of Meetings Attended

Prof. Y.D. Pande 3

Mr. G.N. Gupta 4

Prof. L.K Maheshwari* 1

Prof. M.S. Sodha 4

*Prof. L.K Maheshwari was appointed as a Chairman of the Committee in place of Prof.Y.D Pande, w.e.f. 15.02.2012.

The representatives of the Statutory Auditors normally attend the meetings by invitation.

The Chairman of Audit Committee was present in the Annual General Meeting held on 27thJune 2011.

B. SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE

(i) Composition

In compliance with the requirement of Corporate Governance under the Listing Agreementwith the Stock Exchanges, the Company has constituted a "Shareholders'/ InvestorsGrievance Committee" to look in to issues relating to the Shareholders including sharetransfers.

The Shareholders'/Investors' Grievance Committee of the Board comprises of three Directorsas at 31st March 2012:-

Sr.No. Name of the Director Designation Category

1. Prof. M.S. Sodha Chairman Independent

2. Prof. L.K Maheshwari* Member Independent

3. Mr. Sushil Aggarwal Member Executive

*Prof. L.K Maheshwari was appointed as a member of the Committee in place of Prof.Y.D Pande, w.e.f. 15.02.2012.

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The Committee oversees and reviews all matter connected with securities of the Company.The Committee also looks into redressal of shareholders' / investors' complaints/queriesrelated to transfer / transmission / consolidation / splitting of shares, non-receipt ofBalance Sheet, etc. The Committee oversees performance of the Registrar and TransferAgent of the Company and recommends measures for overall improvement in the qualityof investor services.

(iii) Meetings during the year

During the Year ended March 31, 2012, Four (4) meetings of the Committee were heldon the following dates:-


The attendance record of Audit Committee is given as follows

Name of the Member No. of Meetings Attended

Prof. M.S. Sodha 4

Prof. L.K Maheshwari* 1

Mr. Sushil Aggarwal 4

Prof. Y.D Pande 3

*Prof. L.K Maheshwari was appointed as a member of the Committee in place of Prof.Y.D Pande, w.e.f. 15.02.2012.

The details of investor complaints received and resolved during the period April 1, 2011& March 31, 2012 is as under:

No. of Investor Complaints No. of Investor Complaints No. of Investorreceived from April 1, 2011 resolved from April 1, 2011 Complaints pending at

to March 31, 2012 to March 31, 2012 the end of March 31, 2012

NIL NIL NIL

The Company Secretary is the Compliance Officer of the Company.

C. REMUNERATION COMMITTEE

The Remuneration Committee has been constituted to formulate and recommend to theBoard from time to time, compensation structure for whole time members of the Board fortheir performance, qualification etc.

(i) Composition

In compliance with the requirement of Corporate Governance under the Listing Agreementwith the Stock Exchanges, the Company has constituted a Remuneration Committee inorder to recommend to Board, a Compensation Structure for the whole time membersof the Board on the basis of their Performance, Qualifications, Past experience etc.

The composition of Remuneration Committee of the Board comprises as follow.

Sr. No. Name of the Director Designation Category

1 Prof. L.K. Maheshwari Chairman Independent

2. Prof. M.S. Sodha Member Independent

3. Prof. H.P Garg* Member Independent

4 Prof. Y.D Pande# Member Independent

*Prof. H. P Garg was appointed as a member of the committee w.e.f 01.07.2012

#Prof. Y. D Pande had resigned from the post of Director w.e.f 15.02.2012

14



The Scope of Remuneration Committee, has been defined in accordance with Clause 49of the Listing Agreement to determine the remuneration, review performance and decideon variable pay of Executive Director, administer employee compensation and benefitplans And such other matters as may from time to time be required under any statutory,or other regulatory requirement.

(iii) Remuneration Policy

The Company has not paid any remuneration to Directors during the year under review.Sitting fee and other incidental expenses including traveling etc. to Non-ExecutiveIndependent Director(s) for attending the Board Meetings are paid as decided by theBoard of Directors from time to time.

5. ANNUAL GENERAL MEETINGS

Details of Annual General Meeting held in last three years.

Financial Location Meeting Time No. of SpecialYear Date Resolutions

Passed

2010-11 27.06.2011 10.30AM 2

2009-10 14.06.2010 10.00AM 2

2008-09 29.09.2009 11.30AM 1

6. DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

In the preparation of Financial Statements, the Company has followed the Accounting Standardsissued by the Institute of Chartered Accountants of India (ICAI) to the extent applicable.Besides the transactions mentioned elsewhere in the Annual Report, there were no othermaterially significant related party transactions that may have potential conflict with theinterests of the Company at large.

7. MEANS OF COMMUNICATION

The Company regularly intimates un-audited as well as audited financial results to the StockExchanges immediately, after these were taken on record by the Board.

These Financial Results of Quarter Ended 30.06.2011 and 30.09.2011 published in the leadingnewspapers of Country viz. Financial Express (English) and Jansatta (Hindi) and QuarterEnded 31.12.2011 and 31.03.2012 published in viz. Money Maker (English) and DainikMahalaxmi Bhagyody (Hindi).

8. DISCLOSURES

a) There were no materially significant related party transactions that may have potentialconflict with the interests of the Company at large.

b) The Company has complied with various rules and regulations prescribed by the StockExchanges, Securities and Exchange Board of India. There were no instances of non-compliance by the Company. No penalties have been imposed by them on the Company.

c) The Company has laid down procedure to inform Board Members about the risk assessmentand minimization procedures. These procedures are being periodically reviewed to ensurethat management controls risk through the means of properly defined framework.

H i n d i B h a w a n , 1 1 ,Vishnu Digambar Marg,New De lh i -11002

Hind i Bhawan , 11Vishnu Digambar Marg,New Delhi-11002

Prem Pavitra Bhojnalya,Shri Hans Tower, 35-B,Moti Dungri, Alwar Rajasthan

15


9. SHAREHOLDERS INFORMATION

(i) Annual General Meeting

Date : 24.09.2012

Time : 11.00 AM

Venue : Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi-110002

(ii) Financial Calendar (tentative)

The Financial Year covers the period starting from 1st April and ending on 31st March

Adoption of Quarterly Results for the Quarter Ended by the end of

June 30, 2011 02nd August 2011

September 30, 2011 14th November 2011

December 31, 2011 15th February, 2012

March 31, 2012 14th May 2012

(iii) Book Closure Period

Thursday, 20th September, 2012 to Monday, 24th September, 2012 (Both Days inclusive)

(iv) Listing

The Equity Shares of the Company are currently listed at the Bombay Stock ExchangeLimited (BSE). The listing Fee has been paid to BSE where the Company's shares arelisted.

(v) Stock Symbol/Code

Bombay Stock Exchange Limited ACEEDU/530093

(vi) Market Price Data

The monthly high & low quotations of the Company's Shares traded on the BombayStock Exchange Limited during the Financial Year 2011-2012, along with the performanceof Stock, are as under:

Month Bombay Stock Exchange (BSE)

High Low

April, 2011 35.55 27.00

May, 2011 39.50 31.10

June, 2011 38.50 25.10

July 2011 35.95 27.30

August, 2011 33.85 19.05

September, 2011 25.15 20.00

October 2011 30.90 18.00

November, 2011 27.90 19.25

December, 2011 25.45 18.50

January, 2012 27.25 17.00

February, 2012 26.40 21.00

March, 2012 23.50 18.60

16


(vii) Registrar & Transfer Agent

The Company has authorised RTA to deal with the all the correspondence in relation tothe Dematerialisation / Rematerialisation/ Transfer of Equity Shares of the Company andthe matters related therewith may directly be addressed at the address given below

M/s Beetal Financial & Computer Services Private Limited

Beetal House, 3rd Floor, 99, Madan gir

Behind Local Shopping Centre, Near BabaHarsukh Das Mandir,

New Delhi-110062

Telephone: +91 11 29961281, Fax: +91 11 29961284

(viii) Share Transfer System

The Company's Share being in compulsory Dematerialised form, are traded through thedepository System. However, Shares in the physical form are processed by the Registrar& Share Transfer Agent (RTA), M/s Beetal Financial & Computer Services Private Limited,Delhi. All requests received by the Company/RTA for Dematerialisation/Re-materialisation/Transfer are disposed off expeditiously. The Share Transfer process is reviewed by theShareholders'/Investors' Grievance Committee.

In compliance with the Clause 47(c) of the Listing Agreement with Stock Exchanges, theCompany obtains a Certificate from Practising Company Secretary on the half-yearlybasis confirming duly compliance of Share Transfer formalities by the Company and filesa copy of the certificate with the Stock Exchanges.

(ix) Shareholding Pattern as on March 31, 2012

Category No. of Shares held Percentage ofShareholding (%)

Promoter and Promoter Group 458778 5.01

Mutual Funds / UTI - -

Banks / Financial Institutions - -

FIIs - -

Bodies Corporate 1864918 20.36

NRIs 1782 0.02

Clearing Members 266 0.00

HUF / Trust 135973 1.48

Foreign Corporate Bodies - -

General Public 6699183 73.13

Total 9160900 100

17


(x) Distribution of Shareholding as on March 31, 2012

From - To No. of Shareholders No. of Shares

Number % Total Number %Total

1-5000 2431 82.94 454991 4.97

5001-10000 189 6.45 158671 1.73

10001-20000 84 2.87 131365 1.43

20001-30000 99 3.37 250095 2.73

30001-40000 18 0.61 63022 0.69

40001-50000 17 0.58 82187 0.89

50001-100000 33 1.13 244509 2.67

100001 & Above 60 2.05 7776060 84.89

Total 2,931 100 91,60,900 100.00

(xi) Dematerialization of Shares and Liquidity

The Company's Equity Shares are in compulsory dematerialized segment and are availablefor trading on the Stock Exchange in National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL).

As on March 31, 2012, about 92.12 % of the Company's Equity paid up Share Capitalhad been dematerialised.

(xii) Outstanding GDRs/ADRs/Warrants/Convertible Instruments, Conversion date andlikely impact on Equity

There is no outstanding GDRs/ADRs/Warrants/Convertible Instruments as on the date.

(xiii) The ISIN No. of the Company is INE715F01014 (with NSDL and CDSL)

(xiv) Code of Conduct

The Company has in place a Code of Conduct applicable to the Board Members as wellas the Senior Management. All the Board Members and the Senior Management Personnelof the Company have affirmed compliance with the Code of Conduct as on March 31,2012. A declaration to this effect, duly signed by Director is annexed and forms part ofthis report.

(xv) Address for Correspondence

The Shareholders may send their communication grievances/queries to the Registrar &Share Transfer Agent at their address mentioned above or to the Company at:

Regd. Office: 10178/304A,Abdul Aziz Road,Karol Bagh,New Delhi- 110005Email ID: [email protected]

18


CEO/CFO CERTIFICATION

To,The Board of DirectorsACE Edutrend LimitedNew Delhi

We, the undersigned, interalia, certify the following:

a) We have reviewed Financial Statements and the Cash Flow Statement of the Company forthe Year 2011-12 and that to the knowledge and belief:

i) These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii) These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of their knowledge and belief, no transactions entered into thecompany during the year, which are fraudulent, illegal or violative of the Company's code ofconduct.

c) We accept responsibility for establishing and maintaining internal control systems of thecompany and they have disclosed to the auditors and the audit committee, deficiencies in thedesign or operation of internal controls, if any, of which they are aware and the steps theyhave taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and Audit Committee, wherever applicable the following:

i) Significant changes in internal control during the year;

ii) Significant changes in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and

iii) Instances of significant fraud of which they have become aware and the involvementtherein, if any, of the management or an employee having a significant role in theCompany's internal control system.

Place : Delhi Sd/- Sd/-Date : 31.08.2012 Director Manager Finance

19


DECLARATION UNDER CLAUSE 49(I) (D) OF THE LISTING AGREEMENT

To,The MembersACE EduTrend LimitedNew Delhi

I, the undersigned, being the Director of ACE Edutrend Limited, to the best of my knowledge andbelief, declare that all the members of the Board of Directors and Senior Management personnelhave affirmed compliance with the Code of conduct of the Company for the year ended March, 31,2012.

Place : Delhi Sd/-Date : 31.08.2012 Director

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE(Pursuant to clause 49 of the Listing Agreement)

The MembersACE Edutrend LimitedNew Delhi

We have examined the compliance of conditions of the Corporate Governance by ACE EdutrendLimited, for the year ended 31st March, 2012 as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges. We have obtained all the information and explanationswhich to the best of my knowledge and belief were necessary for the purpose of certification.

The compliance of conditions of Corporate Governance is the responsibility of the Company'sManagement. Our examination was limited to procedures and implementation thereof, adopted bythe Company for ensuring the compliance of the conditions of Corporate Governance. It is neitheran audit nor an expression of opinion on the Financial Statements of the Company.

In my opinion and to the best of our information and according to the explanations given to us,we certify that the Company has complied with the conditions of Corporate Governance as stipulatedin the Listing Agreement. We further state that such compliance is neither an assurance as to thefuture viability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For PVR-N & Co.Chartered Accountants

Sd/-CA Pradeep Kumar JindalPartnerM.No. 082646

Place : New DelhiDate : 31.08.2012

20


AUDITOR'S REPORT TO THE MEMBERS OFACE EDUTREND LIMITED

1. We have audited the attached Balance Sheet of ACE EDUTREND LIMITED. as at 31st March,2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended onthat date annexed thereto. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statements basedon our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An Audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principals' used and significantestimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Governmentof India in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclosein the Annexure a statement on the matter specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that: -

a) We have obtained all the information and explanation, which to the best of our Knowledgeand belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by thisreport are in the agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealtwith by this report comply with the Accounting Standards referred to in sub section (3C)of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors, as on 31st March2012, and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2012, from being appointed as a Director interms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations givento us, the said accounts give the information required by the Companies Act, 1956 in themanner so required and give a true and fair view in conformity with the accountingprincipals generally accepted in India.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch, 2012 and

ii) In the case of Profit & Loss Account of the Profit for the year ended on that date.

iii) In the case of Cash Flow statement, of the cash flows for the year ended on thatdate.

For PVR-N & Co. Chartered Accountants

Sd/- CA Pradeep Kumar Jindal

Partner M.No. 82646

Firm No- 004062NPlace : New DelhiDate : 31.08.2012

21


ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars including quantitativedetails and location of its Fixed Assets.

(b) All the Fixed Assets have been physically verified by the Management during the yearaccording to regular programme of verification which, in their opinion, is reasonablehaving regard to the size of the Company and nature of its assets.

(c) During the year, the Company has not disposed off any plant and machinery.

2. There were no stock of inventories during the year so no need for physical verification.

3. The Company not granted / taken unsecured loans to / from Companies, Firms or otherparties covered in the register maintained u/s 301 of the Companies Act, 1956 and/or formthe Companies under the same management as defined under sub-section (IB) of Section370 of the Companies Act. 1956.

4. In our opinion and according to the information and explanations given to us, there areadequate internal control procedures commensurate with the size of the Company and natureof its business with regard to purchases of inventory, fixed assets and with regard to the saleof goods. During the course of our audit, no major weakness has been noticed in the internalcontrols.

5. Based on the audit procedures applied by us and according to the information and explanationsprovided by the management, we are of the opinion that the transactions that need to beentered into the register maintained u/s 301 of the Companies Act, 1956 have been soentered.

6. In our opinion and according to the information and explanations given to us, the Companyhas not to be complied with the provisions of Sections 58A and 58AA of the Companies act,1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits,as the Company has not accepted any deposits from the public.

7. In our opinion, the Company has an internal audit system commensurate with the size andnature of its business.

8. We have broadly reviewed the books of accounts relating to materials, labours and otheritems of cost maintained by the Company pursuant to the Rules made by the CentralGovernment for the maintenance of cost records under Section 209 (1) (d) of the CompaniesAct, 1956 and we are of the opinion that prima facie the prescribed amounts and recordshave been made and maintained.

9. (a) According to the records of the Company, the Company is regular in depositing withappropriate authorities undisputed statutory dues including provident fund, investoreducation protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise-duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, an amount of Rs. 18,50,775/-payable in respect of income-tax was outstanding, as at 31.03.2012 for a period of morethan six months from the date they became payable.

10. The Company does not have any accumulated losses and it has not incurred cash lossesduring the current financial year covered by our audit and the immediately preceding financialyear

11. In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the registers maintained u/s 301of the Companies Act, 1956

12. Based on our audit procedures and on the information and explanations given by themanagement, we are of the opinion that the Company has not defaulted in repayment ofdues to the financial institutions, banks or debenture holders.

22


13. Based on our examination of documents and records, we are of the opinion that the Companyis not required to maintain any records, as the Company has not granted any loans andadvances on the bases of security by the way of pledge of shares, debentures and othersecurities.

14. We have been informed that the provisions of any special statute applicable to Chit Funds,Nidhi's, Mutual Benefit Funds and Societies are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, weare of the opinion that proper records have been maintained of the transactions and contractsand timely entries have been made in those records. We also report that the Company is nothaving any Investments in the shares, securities, debentures and other securities.

16. The Company has not given any guarantee for loans taken by others from bank or financialinstitutions.

17. The Company has not obtained any Term Loans.

18. During the period covered by our Audit Report The Company has made no allotment ofshares.

19. During the period covered by our Audit Report, the Company has not issued any debentures.The Company has not created any security in respect of debentures issued.

20. That we have not to verify the end use of money as no money was raised by public issues.

21. Based upon the audit procedures performed and information and explanations given by themanagement, we report that no fraud on or by the Company has been noticed or reportedduring the course of our audit.

For PVR-N & Co. Chartered Accountants

Sd/- CA Pradeep Kumar Jindal

Partner M.No. 82646

Firm No- 004062NPlace : New DelhiDate : 31.08.2012

23


BALANCE SHEET AS ON 31.03.2012

PARTICULARS NOTES 31.03.2012 31.03.2011

EQUITY AND LIABILITIESShareholders funda) Paid up share capital 1 91,609,000.00 91,609,000.00b) Reserve and surplus 2 19,191,843.70 6,907,387.35c) Money recived against share warrant 0.00 0.00

Share application money 0.00 0.00

Non Current liabilitiesa) Long term borrowing 3 22,369,212.00 3,619,212.00b) Deffered tax liability 4 2,574,738.00 2,281,295.00c) Other long term liability 0.00 0.00d) Long term provision 0.00 0.00

Current liabilitya) Short term borrowing 0.00 0.00b) Trade payable 5 2,237,624.00 1,992,935.00c) Other current liabilities 0.00 0.00d) Short term provision 6 6,313,942.00 3,166,045.00

TOTAL (A) 144,296,359.70 109,575,874.35

ASSETSNON CURRENT ASSETSFixed assets 7 61,007,226.00 41,894,980.00Intagible assets 0.00 0.00Non current investment 0.00 0.00Non current loan and advances 0.00 0.00Deffered tax assets 0.00 0.00Other non current assets 0.00 0.00

CURRENT ASSETSTrade recievable 0.00 0.00Inventory 0.00 0.00Short term loans and advances 8 82,694,498.00 67,101,811.00Cash and cash equivalent 9 339,828.33 315,100.38Other current assets 10 254,807.37 263,982.97

TOTAL (B) 144,296,359.70 109,575,874.35

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

As Per our Audit Repot of even date Attached.

For PVR-N & CO For and on behalf of Board of DirectorsChartered Accountants For ACE EDUTREND LIMITED

Sd/-(PRADEEP KUMAR JINDAL) Sd/- Sd/- Sd/-Partner Sushil Aggarwal Gajanand Gupta Sudist K Thakur

Chairman Director Company SecretaryPLACE : NEW DELHIDATE : 31.08.2012

24


PROFIT & LOSS A/C FOR THE YEAR ENDED 31.03.12

PARTICULARS NOTES 31.03.2012 31.03.2011

INCOMESale 11 204,217,000.00 239,172,000.00Less- excise duty 0.00 0.00Net sale 204,217,000.00 239,172,000.00Other income 12 939,718.00 40.00

TOTAL 'A' 205,156,718.00 239,172,040.00

EXPENSERaw material consumed 0.00 0.00Purchase of stock traded 0.00 0.00increase/decrease in WIP,Finished good, stock in trade 0.00 0.00Employee benefit expense 13 119,661,290.00 141,614,829.00Finance cost 14 6,160.55 6,077.00Other expense 15 42,768,298.10 67,824,769.65

TOTAL 'B' 162,435,748.65 209,445,675.65

Profit before deprication and tax (A-B) 42,720,969.35 29,726,364.35Depriciation 7 27,595,024.00 19,743,760.00

Profit before exceptionaland extraordinary item 15,125,945.35 9,982,604.35Exceptional item 0.00 0.00

Profit before extraordinary 15,125,945.35 9,982,604.35Extraordinary 0.00 0.00

Profit before tax 15,125,945.35 9,982,604.35Tax expenseProvision for Taxation 6 -3,026,361.00 -2,365,700.00Deferred tax Asset/Liability 4 -293,443.00 -1,288,832.00

Profit after tax 'C' 11,806,141.35 6,328,072.35Profit before tax from discontinuing operation 0.00 0.00Tax expense 0.00 0.00Profit after tax from discontinuing operation 'D' 0.00 0.00

TOTAL PROFIT (C+D) 11,806,141.35 6,328,072.35

Basic earning per share 1.29 0.69Diluted earning per share 1.29 0.69ACCOUNTING POLICIES AND NOTES ON ACCOUNTSAs Per our Audit Repot of even date Attached.




25


CASH FLOW STATEMENT AS AT 31ST MARCH 2012

For the year endedon 31.03.2012

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Taxation 15,125,945.35Add: Adjustment For

1 Depreciation 27,595,024.00

Operating Profit Before Working Capital Change 42,720,969.35Adjustment For

1 (Increase)/decrease in Loans & Advances (15,592,687.00)2 Increase/(decrease) in Current Liabilities 3,392,586.003 (Increase)/decrease in Other Current Assets 9,175.60

Cash Generated from Operation 30,530,043.95Less: Income Tax 3,026,361.00Previous Year Excess Provision w/off 478,315.00

Net cash Generated from operations 27,981,997.95

B CASH FLOW FROM INVESTING ACTIVITIES1 Purchase of Shares -2 Purchase of Fixed Assets (46,707,270.00)

Net cash used in Investing Activites (46,707,270.00)

C CASH FLOW FROM FINANCING ACTIVITIES1 Increase/(decrease) in Unsecured Loans 18,750,000.00

Net cash generate in Financing Activities 18,750,000.00

Net Changes in Cash & Cash Equivalents 24,727.95(A+B+C)Opening balance of Cash & Cash Equivalents 315,100.38

Closing Balance of Cash & Cash Equivalents 339,828.33

AUDITOR'S CERTIFICATE

We have examined the above Cash Flow Statement of M/s ACE Edutrend Limited for the yearended on 31st March 2012, The Statement has been prepared by the Company in accordance withthe requirements of Accounting Standards-3.

"Cash Flow Statements" and in agreement with the corresponding Profit & Loss Account andBalance Sheet of the Company covered by our report dated 31.08.2012




26


NOTES FORMING PART OF THE BALANCE SHEET AND PROFIT & LOSS ACCOUNT

PARTICULARS NOTE 31.03.2012 31.03.2011

Share capital 1

a) Authorised share capital

No's of share 2500000 @Rs. 10/- 250,000,000.00 250,000,000.00

Total 250,000,000.00 250,000,000.00

b) Paid up share capitalNo's of equity share 9160900 @10/- 91,609,000.00 91,609,000.00

Total 91,609,000.00 91,609,000.00

c) Details of share holder holdingmore than 5% share

No's of share % of Share No's of share % of Share

AMPS Global Pvt. Ltd. 500,000.00 5.46 500,000.00 5.46

Pawan Kumar Bansal 500,000.00 5.46 500,000.00 5.46

Vikram Bansal 500,000.00 5.46 500,000.00 5.46

Abhishek Bansal 500,000.00 5.46 500,000.00 5.46

Total 2,000,000.00 21.83 2,000,000.00 21.83

d) Reconcillation statement of share capital

Opening equity share capital 9,160,900.00 3,160,900.00

Add: new issue of share 0.00 6,000,000.00

Less: buy back 0.00 0.00

Closing share capital 9,160,900.00 9,160,900.00

e) Reserve and surplus 2

General Reserve

Opening balance 6,907,387.35 801,857.00

Net profit transferred during the year 11,806,141.35 6,328,072.35

Provision for income tax previous years 514,925.00 36,610.00

TDS receivable written off 0.00 -259,152.00

MAT Credit written off -36,610.00 0.00

TOTAL 19,191,843.70 6,907,387.35

27



Non current liabilitiesa) Unsecured loans 3

(unsecured considered good)

1) LOANS FROM RELATED PARTIESSUSHIL AGGARWAL 1,619,212.00 1,619,212.00

2) LOANS FROM OTHERS

IKF GREEN FUEL LIMITED 12,750,000.00 2,000,000.00BLS EDUCATION SOCIETY 3,300,000.00 0.00

USG TECH SOLUTIONS LIMITED 4,700,000.00 0.00

TOTAL 22,369,212.00 3,619,212.00

Deffered tax 4Opening balance -2,281,295.00 -992,463.00

Based on absorption of depriciation

Adjustments during the year -293,443.00 -1,288,832.00

Deffered tax asset/(-)liability -2,574,738.00 -2,281,295.00

Trade payable 5 2,237,624.00 1,992,935.00

2,237,624.00 1,992,935.00

Short-Term Provision 6

TDS Payable 0.00 249,401.00

Audit fee payable 28,090.00 27,575.00

Professional Fees 0.00 134,326.00Salaries Payable 1,456,016.00 372,551.00

Telephone expnese payable 0.00 8,100.00

Provision Income Tax 4,829,836.00 2,365,700.00

Other Payable Expenses 0.00 8,392.00

Total 6,313,942.00 3,166,045.00

Note - 7List of Fixed Asset for the Year Ended 31.03.2012

PARTICULARS Depreciation As on Addition Sale Cost on Dep for Up To Up To W.D.V W.D.VRate 1.4.2011 31.3.2012 the Year 31.3.2011 31.3.2012 31.3.2012 31.3.2011

Computer 40.00% 39767590.00 33580750.00 0.00 73348340.00 21875514.00 15907036.00 37782550.00 35565790.00 23860554.00

Films & Albums 20.00% 12314406.00 0.00 0.00 12314406.00 1970305.00 2462881.00 4433186.00 7881220.00 9851525.00

Furniture & Fixtures 18.10% 785878.00 0.00 0.00 785878.00 116498.00 142244.00 258742.00 527136.00 643634.00

Plant & Machinery 13.91% 8401039.00 4950020.00 0.00 13351059.00 1638144.00 1168585.00 2806729.00 10544330.00 7232454.00

Office Equipments 13.91% 179827.00 0.00 0.00 179827.00 21534.00 25014.00 46548.00 133279.00 154813.00

Electricity Equipments 20.00% 190000.00 0.00 0.00 190000.00 30400.00 38000.00 68400.00 121600.00 152000.00

Furniture & Fixtures 25.88% 0.00 8176500.00 0.00 8176500.00 1942629.00 0.00 1942629.00 6233871.00 0.00

TOTAL 61638740.00 46707270.00 0.00 108346010.00 27595024.00 19743760.00 47338784.00 61007226.00 41894980.00

28



SHORT TERM LOANS AND ADVANCES 8(usecured considered good)

Other loans and advances 82,647,861.00 67,101,811.00

TDS RECEIVABLE 46,637.00 0.00

Total 82,694,498.00 67,101,811.00

Cash and Cash Equivalent 9

a) Cash In Hand 328,640.50 10,232.00

b) Bank BalanceAxis Bank 11,187.83 304,868.38

Total 339,828.33 315,100.38

Other Current Assets 10

Service Tax 253,062.10 225,627.70

MAT Credit 1,730.00 38,340.00

Other Duties & Taxes 15.27 15.27

Total 254,807.37 263,982.97

Sale 11

Training income 204,217,000.00 239,172,000.00

Total 204,217,000.00 239,172,000.00

Other Income 12

Interest received 939,368.00 0.00

Scrap sold 350.00 40.00

TOTAL 939,718.00 40.00

Employee Benefit Expense 13

Manpower Cost 116,193,000.00 132,146,000.00

Salaries paid 3,375,607.00 8,378,727.00

Staff welfare 92,683.00 69,685.00

Director Remuneration 0.00 1,020,417.00

Total 119,661,290.00 141,614,829.00

Financial expense 14

Bank charges 6,160.55 6,077.00

Total 6,160.55 6,077.00

29



Other Expense 15Advertisment 23,740.00 410,957.00AGM Expenses 19,017.00 21,345.00Auditors remuneration 25,000.00 25,000.00Books & Periodicals 17,955.00 2,625.00Business promotion 0.00 71,662.00CDSL Charges 16,545.00 19,894.00Charity & Donation 0.00 5,100.00Conference Fees 0.00 40,680.00Consumable stores 4,159,176.00 12,097,585.00Conveyence Expenses 82,621.00 52,085.00Director's Sitting Fees 90,000.00 43,760.00Electricity expense 197,333.00 206,769.00E-mail Id Expenses 0.00 8,595.00Generator Running expense 36,750.00 42,230.00Hotel Expenses 88,334.00 17,140.00Interest Paid (Non Financing) 7,118.00 965.00ISO Certification 8,500.00 16,545.00Listing Fees 27,575.00 99,371.00Maintainence charges 35,355,879.00 42,125,656.00Mandir Expenses 11,575.00 21,668.00Meeting Expenses 0.00 11,441.00Misc. Expenses 28,575.00 8,088.00NSDL Charges 0.00 34,193.00Office Expenses 25,552.00 97,994.00Office Rent 1,400,000.00 2,000,000.00Other Legal Expenses 0.00 6,725.00Postage & courier charges 6,389.60 29,704.00Printing & Stationary 81,195.00 95,514.00Professional fees 361,613.00 1,744,009.00Repairs & Maintenance 92,791.00 237,369.00ROC Expenses 7,972.50 28,775.00RTA Charges 10,745.00 46,345.00Short & Excess 0.00 1.65Telephone charges 148,092.00 241,520.00Tender Expenses 101,000.00 118,861.00Tour And Travelling Expenses 337,255.00 717,429.00Depreciation as per AS-6 (change in valuation method) 0.00 5,337,161.00Leasehold Assets Written off 0.00 1,740,008.00

TOTAL 42,768,298.10 67,824,769.65




30


SCHEDULE - 16

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

(1) SIGNIFICANT ACCOUNTING POLICIES:-

(a) BASIS OF PREPARATION

The Financial Statement of ACE EduTrend Ltd. has been prepared under the historicalcost convention, on the basis of going concern concept and relevant presentationalrequirement of the Companies Act, 1956. The Company follows the accrual system ofaccounting taking cognizance of the guidelines on prudential norms for Income Recognition.

(b) FIXED ASSETS

Fixed Assets are recorded at cost of acquisition less depreciation and impairment loss,if any. Direct cost are capitalized until assest are ready to be put to use.

(c) DEPRECIATION

Depreciation on Fixed Assets are provided under Written Down Method at the ratesprescribed in Schedule XIV of the Companies Act, 1956 on pro-Rata Basis.

(d) REVENUE RECOGNITION

Revenue is recognized when there is reasonable certainty of its ultimate realization/collection.

i) Training Income - income is recognized on Accrual Basis.

ii) Other Income - Other Income is accounted for on accrual basis.

(e) CONTINGENT LIABILITIES

These are disclosed by way of notes on the Balance Sheet. Provisions is made in theAccounts in respect of those liabilities which are likely to materialize after the year endtill the finalization of accounts and material effect on the position stated in the BalanceSheet.

(f) INCOME TAX

Taxation is accounted on the basis of the "liability Method" which is generally followedin India. Provision is madefor Income Tax based on computation after considering rebates,relief and exemption under the Income Tax Act,1961.

In accordance with the requirements of Accounting Standard 22 i.e."Accounting for taxeson income" issued by "The Institute of Chartered Accountants of India", the total deferredtax liabilities / asset as on 31.03.2012 have been recognized in the following manner:

Particulars 31.03.2012

Depreciation as per company law 27595024.00Depreciation allowable as per income tax act 35529501.00Difference 7934477.00Tax rate (32.45%) 2574738.00

(g) PROVISION, CONTINGENT LIABILITIES & CONTINGENT ASSETS

Provisions involving substantial degree of estimation in measurement are recognizedwhen there is a present obligation as a result of past events and it is probable thatthere will be an outflow of resources. Contingent Liabilties are not rec ognized but aredisclosed in the notes. Contingent Assets are neither recognized nor disclosed in thefinancial statement.

31


(h) SEGMENT INFORMATION

The Company is engaged in the business of recreation activities, which constitutes asingle business segment,and accordingly, disclosures are not required under AS-17,issued by "The Institute of Chartered Accountants of India".

(2) Notes to Accounts

i) There's no change in any accounting policy during current year

Deferred Tax Liability in respect of Depreciation Rs. 25,74,738

Deferred Tax Assets in respect of Brought ForwardLosses and Tax Credit u/s 115JAA of the Income Tax Act, 1961(i.e. Minimum Alternate Tax Provisions)

Deferred Tax Liability (Net Deferred Tax Assets) Rs. 25,74,738

The earnings considered in ascertaining the Company EPS comprises the net profit after taxand includes the post tax effect of any extra ordinary items. The number of shares used incomputing basic EPS is the weighted average number of shares outstanding during the year.

Particulars Year ended Year ended31st March 2012 31st March 2011

(a) Weighted average number of EquityShares outstanding during the year 91,60,900 91,60,900

(b) Net profit after tax available forEquity Shares Holders (Rs.) 11806141.35 63,28,073

(c) Basic and diluted Earning Per Share (Rs) 1.29 0.69

(d) Nominal value per Share (Rs) 10 10

(3) Estimated amount of contracts remaining to be executed on Capital Account and not providedfor NIL (Previous year NIL)

(4) Payment to Auditors:

Particulars Current Year (Rs.) Previous Year (Rs.)

(a) As Auditor 12500 12,500

(b) Other Services(Certification fees etc) 5000 5,000

(c) Tax Audit Fees 7500 7,500

Total 25000 25,000

(5) Provision for Taxation has been made after taking into consideration carried forward lossesand in accordance with the provisions of Section 115JB of the Income Tax Act, 1961 (i.e.Minimum Alternate Tax Provisions).

(6) No provision has been made for gratuity as none of the employees of the company hascompleted the eligible tenure of the services as per the provisions of the Gratuity Act.

32


(7) Related Party Disclosures:

Key Management Personnel:

Mr. Sushil Aggarwal Chairman

Related Party Transactions:

Payment to Chairman/ whole time director:

Particulars Current Year (Rs.) Previous Year (Rs.)

Directors Remuneration NIL 10,20,417

Loan from Director 16,19,212 16,19,212

(8) Corresponding figures of previous year have been regrouped and/ or rearranged to confirmwith this year's grouping wherever found necessary.

(9) Expenditure in Foreign Currency: NIL

Notes forms an integral part of Accounts and have been duly authenticated.

In terms of our report of even date.




33


ACE EDUTREND LIMITEDRegistered Office: 10178/304A, Ravindera Plaza, Abdul Aziz Road,

Karol Bagh, New Delhi-110005

PROXY FORMFolio No./Client ID No. .........................................No. of Shares.......................................

I/We ............................................................................................................................................................................................................Resident of.................................................................................................................................................................................beinga member/members of the above named Company hereby appoint Mr./Mrs./Miss ................................................................Resident of................................................................................................................................................................................ as my/our proxy to vote for me/us on my/our behalf at the 18th Annual General Meeting of the Company to be held onMonday, the 24th day of September, 2012 at 11.00 A.M. and at at Hindi Bhawan, 11, Vishnu Digambar Marg, NewDelhi-110002

Signed this.............................................................. day of .................................................. 2012.

Signature.................................................................

Note : a) The Form should be signed across the stamp as per specimen signature registered with the Company.b) The Proxy Form, in order to be effective, must be deposited at the Registered Office of the Company

before 48 hours of the time fixed for holding the meeting.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Tear Here _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

ACE EDUTREND LIMITEDRegistered Office: 10178/304A, Ravindera Plaza, Abdul Aziz Road,

Karol Bagh, New Delhi-110005

ATTENDANCE SLIP18th ANNUAL GENERAL MEETING

Folio No................................. No. of Share held ....................................

I hereby record my presence at the 18th Annual General Meeting of the Company to be held on Monday, 24thSeptember 2012 at 11.00 a.m. at Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi-110002 or at any adjournmentthereof.ALL PARTICULARS SHOULD CONFIRE WITH THAT OF COMPANY’S RECORD

Member’s Name _________________________________________________________________________________________

(1st Joint Holder) _________________________________________________________________________________________

(2nd Joint Holder) _________________________________________________________________________________________

Father’s Name ____________________________________________________________________________________________

Complete Address ________________________________________________________________________________________

Proxy’s Name ____________________________________________________________________________________________

I certify that I am registered share holders/proxy for the registered Share holder of the Company.

Note : 1. Attendance Slip which is not complete in all respect shall not be accepted.2. Attendance Slip shall be handed over at the registration counter for obtaining entry coupon.3. Please not irrespective of number of Attandance Slip and/or proxies and joint holders, only on refreshment

coupon and one entry coupon shall be given to each person.4. NO GIFTS WILL BE DISTRIBUTED AT THE AGM.

.......................................................(Signature of Member/Proxy)

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c-ace edutrend limited - moneycontrol.commr. sushil aggarwal mr. gajanand guptaprof. m.s. sodha...

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